General Contract Clauses (3,314)

General. Creditor agrees, upon Bank's request, to execute all such documents and instruments and take all such actions as Bank shall deem reasonably necessary or advisable in order to carry out the purposes of this Agreement, including, without limitation appropriate amendments to financing statements executed by the Borrower in favor of Creditor in order to refer to this Agreement (but this Agreement shall remain fully effective notwithstanding any failure to execute any additional documents or instrume...nts). The word "indebtedness" is used in this agreement in its most comprehensive sense and includes without limitation any and all present and future loans, advances, credit, debts, obligations, liabilities, representations, warranties, and guarantees, of any kind and nature, absolute or contingent, liquidated or unliquidated, and individual or joint. Creditor represents and warrants that it has not heretofore transferred or assigned the Subordinated Debt, the Subordinate Interest or any financing statement naming Borrower as debtor and Creditor as secured party, and that it will not do so without prior written notice to Bank and without making such transfer or assignment expressly subject to this Agreement. This Agreement is solely for the benefit of Bank and Bank's successors and assigns, and neither the Borrower nor any other person shall have any right, benefit, priority or interest under, or because of the existence of, this Agreement. All of Bank's rights and remedies hereunder and under applicable law are cumulative and not exclusive. This Agreement sets forth in full the terms of agreement between the parties with respect to the subject matter hereof, and may not be modified or amended, nor may any rights hereunder be waived, except in a writing signed by Bank and Creditor. This Agreement may be executed in multiple counterparts, by different parties signing separate counterparts (which may be by pdf or other electronic means), and all of the same taken together shall constitute one and the same agreement. Creditor agrees to reimburse Bank, upon demand, for all costs and expenses (including reasonable attorneys' fees) incurred by Bank in enforcing this Agreement against Creditor, whether or not suit be brought. In the event of any litigation between the parties based upon or arising out of this Agreement, the prevailing party shall be entitled to recover all of its costs and expenses (including without limitation attorneys fees) from the non-prevailing party. This Agreement shall be binding upon Creditor and its successors and assigns and shall inure to the benefit of Bank and Bank's successors and assigns. View More

General. (a) Notices. All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either of the parties to one another, or to their permitted transferees if applicable. Notices shall be effective upon receipt. (b) Transferability of Award. The rights of the Grantee pursuant to this Agreement are not transferable by Grantee. No right or benefit hereund...er shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of Grantee or any permitted transferee thereof. Any purported assignment, alienation, pledge, attachment, sale, transfer or other encumbrance of the Phantom Shares, prior to the lapse of restrictions, that does not satisfy the requirements hereunder shall be void and unenforceable against the Company. (c) Amendment and Termination. No amendment, modification or termination of this Agreement shall be made at any time without the written consent of Grantee and the Company. (d) No Guarantee of Tax Consequences. The Company and the Committee make no commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under this Agreement. The Grantee has been advised and been provided the opportunity to obtain independent legal and tax advice regarding the award of Phantom Shares pursuant to this Agreement and the disposition of any Common Stock acquired thereby. (e) Severability. In the event that any provision of this Agreement shall be held illegal, invalid or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the Agreement, and the Agreement shall be construed and enforced as if the illegal, invalid or unenforceable provision had not been included therein. (f) Supersedes Prior Agreements. This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Grantee regarding the grant of the Phantom Shares covered hereby. 5 (g) Governing Law. This Agreement shall be construed in accordance with the laws of the State of Texas without regard to its conflict of law provisions, to the extent federal law does not supersede and preempt Texas law. (h) No Trust or Fund Created. This Agreement shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Grantee or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliates pursuant to this Agreement, such right shall be no greater than the right of any general unsecured creditor of the Company or any Affiliate. (i) Other Laws. The Company retains the right to refuse to issue or transfer any Common Stock if it determines that the issuance or transfer of such shares might violate any applicable law or regulation or entitle the Company to recover under Section 16(b) of the Securities Exchange Act of 1934. (j) Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Grantee. (k) Internal Revenue Code ("IRC") Section 409A. If any payment is made on account of a termination of employment, such termination must constitute a "separation from service" within the meaning of IRC Section 409A and applicable regulations and to the extent the Grantee is a "specified employee" (as defined in IRC Section 409A and applicable regulations), such payment must be delayed until the first day of the 7th month following such separation from service. View More

General. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof. This Agreement may be modified only by an instrument in writing signed by both Parties hereto. Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by certified or registered mail to Employee at his residence address as the same appears on the books and records of Employer or to Employer at its principal office, attention of the President, or otherwise as ...directed by Employer, from time to time. Non-compliance with any one paragraph of this Agreement shall not have an effect on the validity of any other part of this Agreement. The provisions of this Agreement relating to confidentiality or non-competition shall survive the termination of employment, however caused. [-signature page follows-] IN WITNESS HEREOF, the undersigned execute this Agreement as of the date first set forth above. EMPLOYER WIZARD WORLD, INC. By: /s/ John D. Maatta John D. Maatta President & Chief Executive Officer EMPLOYEE /s/ Randall S. Malinoff Randall S. Malinoff EX-10.2 3 ex10-2.htm NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT THIS NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT ("Agreement") dated as of November 8, 2016, but effective as of July 14, 2016 (the "Effective Date") (the "Effective Date"), by and between Wizard World, Inc., a Delaware corporation with a principal place of business at 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 ("Employer"), and Randall S. Malinoff, an individual and resident of the State of California with an address at 25262 Prado De La Puma, Calabasas, CA 91302 ("Employee" and together with Employer, the "Parties" and each, a "Party"). WITNESSETH: WHEREAS, Employee and Employer are entering into that certain Employment Agreement, dated as of the date of this Agreement; WHEREAS, in connection with such employment, Employee has been and may be given further access to, generate, or otherwise come into contact with certain proprietary and/or confidential information of Employer or clients of Employer; and WHEREAS, Employee and Employer desire to prevent the dissemination, unauthorized disclosure or misuse of such information. NOW THEREFORE, the parties hereto mutually agree as follows: 1. Covenant Not to Solicit. During the period commencing on the Effective Date and ending upon the termination of Employee's employment for any reason, Employee shall not, directly or indirectly, for Employee's benefit or the benefit of a third party, (i) induce or attempt to induce any employees of Employer to leave the employ of Employer or diminish his or her relationship or Employer or (ii) solicit the business of any client or customer of Employer, or any client or customer that could reasonably be expected to be a client or customer of Employer, during Employee's period of employment with the Company. View More

General. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture. ARTICLE 2 EFFECT OF MERGER Section 2.01. Conversion of Notes. In accordance with Sections 10.01(j) and 13.07(a) of the Indenture, from and after the date of this Supplemental Indenture, the right to convert each $1,000 principal amount of Notes shall be changed to a right to convert such principal amount of Notes into the Merger Consideration that a holder of a number of Shares equal to the C...onversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the "Reference Property"), which Reference Property shall be cash in an amount equal to $665.44 per $1,000 principal amount of Notes, in accordance with the Indenture, at any time from, and including, the date that the Merger becomes effective. The provisions of the Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the holders' right to convert the Notes into the Reference Property. ARTICLE 3 MISCELLANEOUS PROVISIONS Section 3.01. Effectiveness; Construction. This Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee as of the date hereof. Upon such effectiveness, the Indenture shall be supplemented in accordance herewith. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Indenture and this Supplemental Indenture shall henceforth be read and construed together. Section 3.02. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect. Section 3.03. Trustee Matters. The Trustee accepts the Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth therein, as supplemented hereby. The Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture, the correctness of any of the provisions contained herein or the recitals contained herein, all of which are made solely by the Company. In addition, and without limiting the foregoing, the Trustee is not charged with knowledge of the Merger Agreement or any of the terms thereof. Section 3.04. No Third-Party Beneficiaries. Nothing in this Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties to the Indenture, any Paying 2 Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors under the Indenture or the holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture, as supplemented hereby. Section 3.05. Severability. In the event any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. Section 3.06. Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Section 3.07. Successors. All agreements of the Company and the Trustee in this Supplemental Indenture shall bind their respective successors and assigns whether so expressed or not. Section 3.08. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF NEW YORK. Section 3.09. Counterpart Signatures. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. View More

General. Each RSU represents a right to receive one share of the Company's common stock (a "Share") in accordance with and subject to the terms and conditions of this Agreement and the Plan. By execution of this Award Agreement, the Grantee agrees to be bound by all of the terms and provisions of the Plan, the rules and regulations under the Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time.

General. (a) Except as amended hereby, the Transaction Documents shall continue in full force and effect in accordance with their respective terms. Reference to this Amendment need not be made in the Transaction Documents or any other instrument or document executed in connection therewith, or in any certificate, letter, or communication issued or made pursuant to, or respecting, the Transaction Documents, any reference in any of such items to the Transaction Documents being sufficient to refer to the ap...plicable Transaction Document, as amended. (b) Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Transaction Documents as applicable. 1 (c) This Amendment No. 1 shall be construed in accordance with the laws of the state of California without regard to conflict of laws rules that would result in the application of the substantive laws of another jurisdiction. (d) The parties may deliver this Amendment No. 1 by fax or email and may execute it in counterparts, each of which will be an original and both of which will constitute the same instrument. An electronically-stored copy or photocopy of the original, executed Amendment No. 1 will be deemed an original. View More

General. (a) Purposes. The purposes of the Plan are as follows: (i) To provide additional incentive for selected Employees, Directors and Consultants to further the growth, development and financial success of the Company by providing a means by which such persons can personally benefit through the ownership of capital stock of the Company; and (ii) To enable the Company to secure and retain key Employees, Directors and Consultants considered important to the long-term success of the Company by offering ...such persons an opportunity to own capital stock of the Company. (b) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards under the Plan are the Employees, Directors and Consultants of the Company and its Affiliates. (c) Available Stock Awards. The following Stock Awards are available under the Plan: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Restricted Stock awards, (iv) Restricted Stock Units; (v) Stock Bonus awards; and (vi) Performance-Based Awards. View More

General. (a) Notices. Except as otherwise specifically provided herein, any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon ve...rification of receipt. Notices to Executive shall be sent to the last known address in Company's records or such other address as Executive may specify in writing. Notices to Company shall be sent to: WAVE Life Sciences USA, Inc. 733 Concord Avenue Cambridge, MA 02138 Tel: (617) 949-2900 Attn: Paul B. Bolno, M.D., President and Chief Executive Officer (b) Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto. (c) Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms 9 or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. (d) Assignment. Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of Company's business or that aspect of Company's business in which Executive is principally involved. Executive may not assign Executive's rights and obligations under this Agreement without the prior written consent of Company. (e) Governing Law/Dispute Resolution. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the Commonwealth of Massachusetts, without giving effect to the conflict of law principles thereof. Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the Commonwealth of Massachusetts or of the United States of America for the District of Massachusetts. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. (f) Jury Waiver. ANY, ACTION, DEMAND, CLAIM, OR COUNTERCLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY A JUDGE ALONE AND EACH OF COMPANY AND EXECUTIVE WAIVES ANY RIGHT TO A JURY TRIAL THEREOF. (g) Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof. (h) Entire Agreement. This Agreement, together with the other agreements specifically referenced herein and the Exhibits attached hereto, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. (i) Counterparts. This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For all purposes a signature by fax shall be treated as an original. View More

General. The parties agree that, subject to the terms hereof, the Executive shall serve as Co-Chief Executive Officer of the Company and a member of its Board of Directors, after the Effective Date hereof in accordance with the terms and conditions set out in this Amended Agreement.

General. 8.1 Payment of principal or interest on this Note may only be made to, or upon the order of, the registered Holder. This Note is transferable only by surrender of this Note to the Debtor, duly endorsed or accompanied by a written instrument of transfer executed by the registered Holder. Upon surrender of this Note for transfer as provided above, Debtor will issue a new Note to, and register such new Note in the name of, the transferee and such new Note must contain the same legend as provided in... this Note. 8.2 Debtor: (a) except as provided in Section 6, waives diligence, presentment, demand for payment, notice of dishonor, notice of non-payment, protest, notice of protest, and any and all other demands in connection with the delivery, acceptance, performance, default or enforcement of this Note; (b) agrees that Holder will have the right, without notice, to grant any extension of time for payment of any indebtedness evidenced by this Note or any other indulgence or forbearance whatsoever; (c) agrees that no failure on the part of Holder to exercise any power, right or privilege hereunder, or to insist upon prompt compliance with the terms of this Note, will constitute a waiver of that power, right or privilege; and (d) agrees that the acceptance at any time by Holder of any past due amounts will not be deemed to be a waiver of the requirement to make prompt payment when due of any other amounts then or thereafter due and payable. 4 8.3 This Note will be construed and enforced in accordance with the substantive laws of the State of Delaware without giving effect to the conflicts of laws principles of any jurisdiction. 8.4 AT THE OPTION OF HOLDER, THIS NOTE MAY BE ENFORCED IN ANY STATE OR FEDERAL COURT SITTING IN MINNEAPOLIS OR ST. PAUL, MINNESOTA, AND DEBTOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT DEBTOR COMMENCES AN ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, OR ALLEGING ANY BREACH OF THIS NOTE, HOLDER AT ITS OPTION IS ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES DESCRIBED ABOVE, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. 8.5 DEBTOR WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION BASED ON OR PERTAINING TO THIS NOTE. 8.6 This Note is being issued in exchange for mezzanine debt in Titan El Toro LLC plus approximately 80% of the membership interests in Titan El Toro LLC and pursuant to a Contribution Agreement of even date herewith (the "Contribution Agreement"). In addition, this Note is secured by a subordinate security interest on substantially all of the assets of the Debtor, including accounts receivable and rights to payment, which will remain in effect until such Notes are repaid. 8.7 Debtor and Holder agree that (a) this Note and the membership interests of Debtor being issued to Holder pursuant to the Contribution Agreement constitute an "investment unit" for purposes of Section 1273(c)(2)(A) of the Internal Revenue Code of 1986, as amended, (b) the total issue price of the investment unit being issued to Holder is equal to the principal amount of this Note, and (c) for tax purposes, the allocation of the total issue price among this Note and the membership interests in proportion to its fair market value results in an original issue discount. None of the parties will take any position in its tax returns or otherwise that is inconsistent with this paragraph. 8.8 Acknowledgement of Bridge Financing. Holder acknowledges and agrees that (a) this Note is one in a series of Junior Bridge Notes (collectively, the "Bridge Financing"), (b) Debtor may seek up to $1,169,000 in connection with the Bridge Financing, and (c) Holder will exchange this Note and the documents and agreements executed in connection herewith for updated documents and agreements that reflect any change to Holder's pro rata percentage of the outstanding balance under the Bridge Financing. View More